Closing Proration Statement. Not later than [***] ([***]) days after the Closing Date, Seller shall prepare in good faith and deliver to Purchaser a statement executed by an authorized officer of Seller (the “Closing Proration Statement”) setting forth Seller’s good faith calculation of: (i) the amount of any Reimbursed Seller Expenses; (ii) the amount of any Reimbursed Purchaser Expenses; and (iii) the Net Reimbursement Amount derived therefrom, enclosing copies of the applicable written evidence and reasonable supporting documentation for the calculations therein. In a reasonable manner as to not interfere with normal operations, Purchaser and its Affiliates shall provide Seller (and its representatives) reasonable access during normal business hours, upon reasonable advance written notice, to the books, records, supporting data, facilities and personnel of the Operations, the Acquired Assets, the Assumed Liabilities, Purchaser and its Affiliates, as applicable, for purposes of assisting Seller and its representatives in their preparation and delivery of the Closing Proration Statement pursuant to the foregoing sentence.
Closing Proration Statement. Seller shall prepare and deliver on the Closing Date a proration statement in reasonable detail showing each item prorated, allocated or adjusted in accordance with this Article 6, in 15 such form as fairly reflects such prorations, allocations and adjustments to the reasonable satisfaction of Purchaser and Seller (the "Closing Proration Statement"). If an item is not known as of the Closing, such item shall be prorated based on a reasonable estimate thereof, subject to final proration as provided below.
Closing Proration Statement. At least five business days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a proration statement in reasonable detail showing each item prorated, allocated or adjusted in accordance with this Section 7, in such form as fairly reflects such prorations, allocations and adjustments to the reasonable satisfaction of Purchaser and Seller (the “Closing Proration Statement”). If an item is not known as of the Cutoff Date, such item shall be prorated and adjusted based on a reasonable estimate thereof, unless otherwise provided herein. All such prorations and adjustments shall be final unless otherwise specifically agreed in writing by Seller and Purchaser herein or otherwise.
